It started-out being arranged over the Internet as a photo session. You know, the usual variety of lingerie shots and a beautiful woman. Lynn, the model, wanted to fill-out her internet portfolio, had seen some of my work, and had asked me to take some photos to add to the on-line collection she used to illustrate her modeling talents and suitability for various publications.

I've been an amateur photographer for a number of years. Most of my subjects have been inanimate things -- buildings and landscapes (the English countryside with its castles and lovely gardens are one of my favorites), but recently I've given great thought to focusing on beautiful women in my viewfinder. Most of my photos have been taken with a high-quality 35mm camera, but I recently purchased an excellent Nikon digital for its exceptional quality and the ability to edit the photos on the computer I normally carry. It was perfectly suited for the pictures Lynn wanted.

We decided to meet at my hotel near the Galleria for the session. Lynn arrived right on time and when she walked in the door, I knew that I was going to have a hard time concentrating on the 'work at hand'. Lynn was gorgeous -- about 5'6" with a slim, tight model's figure. Her silky brown hair fell to beyond her shoulders; her eyes and smile energized the room with a warm glow. Dressed in a conservative professional business suit (dark mid/low-thigh skirt and jacket, along with a silk blouse), sheer stockings and pump heels, she was a vision of sophisticated beauty straight from Wall Street or an attorney's office. She greeted me with a kiss to the cheek and said "Let's get started!".

As I setup the camera, she emptied the contents of her Chanel bag onto the king-size bed and began sorting through her collection of lingerie. It was a rainbow of sheer lace and nylon -- bras, skimpy panties and thongs, lace-top stockings (in white, black, nude, and blue), garter belts, bustiers and teddies. It was very apparent that none of the collection was of the 'trashy' variety -- all very classy and obviously expensive. La Perla from Milan and Victoria's Secret from the States were well represented, along with delicate lace from France and England. She selected a black lace bra, sheer thong and stockings from the collection and retired to the bathroom to change. I couldn't wait to see her return!

When Lynn exited the bath my jaw hit the floor! She had transformed herself from the beautiful business woman that walked in the door into an image straight from the Victoria's Secret catalog. She stood nearly 6' tall in her heels and her long legs were wrapped in sheer black stockings, capped with a lace top that reached the top of her thighs and framed the delicate triangle of her sheer lace panties. Her firm breasts were enshrined in the black lace bra and I could see that her tiny pink nipples were rock hard. The room was quite warm and I wondered if there was another reason for the state of her nipples. Maybe the room was too cold and it was just ME that was HOT? Or maybe both of us? In any case, I knew that it would be difficult to keep things on a 'professional basis'. This lady was starting to make my Italian blood boil.

I snapped a quick picture as she smiled at me and told me that she loves to "show off" and would prefer that the drapes covering the windows be opened. "I just love the idea of someone seeing me like this", she purred as she went to the window and threw the drapes fully open. She moved in graceful slow-motion as I continued to focus and shoot. I must have taken 30 pictures of her in various poses -- each more inviting than the previous. When she leaned her hands against the open window, with her back to the camera, spread her legs wide and looked back over her shoulder with "that look" of lust, I sensed (in more places than one) that she had something other than just photos on her mind. "What shall we do next?", she asked as I took the picture.

With that, she gave me a mischievous wink and said "I think I'll change." She selected a couple of things from the pile of lingerie on the bed and rushed off to the bathroom again. While she was gone, I realized that I was nearly out of breath -- much like that feeling you have when you're concentrating on a suspenseful movie. As I caught myself searching for air, I realized that the door to the bedroom closet had been opened and one of the wooden hangers was rocking slowly back and forth.

When Lynn stepped out of the bathroom she was dressed in one of the white oxford dress shirts I had hung in the closet. The top three buttons were unfastened and she was quite a vision in my white shirt, white stockings, and a pair of white open-toe heels. She approached me slowly, letting me completely absorb the contrast of her tanned skin against the pure white shirt , stockings and shoes. "I thought you'd like this. The way you've been looking at me has made me feel very naughty this afternoon. Now, what are you going to do about it?", she asked. She continued to walk directly to me and when we were toe-to-toe she wrapped her arms around me and kissed me with an obvious hunger.

Our tongues danced over one another, while our hands explored each other's bodies. Lynn's body was firm and finely contoured. As we continued to passionately exchange kisses, I unbuttoned the shirt she was barely wearing -- exposing her body to the light that was filtering thru the window. Her breasts pressed against the thin lace of her white bra and I could feel her hard nipples through the lace and my own shirt. She wore sheer white lace-top stockings that were held at the very top of her thighs with a lacy white garter belt and no panties. As we continued to kiss, Lynn began unbuttoning the shirt I was wearing and let it drop to the floor.

She broke-off our kiss and began tracing a line from my mouth, down my neck and chest and stopped at my nipples to tease each one delicately with her tongue. After ensuring that each nipple was suitably attended-to, she made her way 'south' to my belted pants. While she looked at me with her sparkling eyes, she quickly undid my belt and pants button then lowered the zipper. As my pants hit the floor my cock, which was now rock-hard, pushed its head over the top of my briefs. As Lynn lowered my briefs she looked at me and said, "Its magnificent....and looks good enough to eat." With that, she lowered her head to my cock and began slowly tracing her tongue along the shaft from the bulb of the head to the root. As she continued to trace the length, she would occasionally stop at the head and flick her tongue over the tip creating an amazing sensation. After a few minutes of this, she took first the tip then the head fully in her mouth, then continued all the way down until she had the entire shaft of my cock engulfed in her mouth and throat. Her head continued to work up and down the length of my cock producing a sensation that was making my knees weak. I could only stand this for so long and soon had the feeling that I was going to explode. "If you keep that up, I'm going to cum", I said -- and instead of slowing or stopping, she increased her tempo and (while having been taught never to 'talk with her mouth full') said, "Please do......now" without removing me from her mouth. With that, I felt the cum rise through the length of my cock and just as her lips hit the root on a down-stroke, I exploded into her with a earth-shattering orgasm. My cum filled her mouth and she drank it all, even as I continued to pump the warm salty fluid out. I was still cumming as she licked the head, then rubbed it over her face -- painting her delicate features with the combination of my cum and her saliva. I was spent and in complete bliss. She looked at me, smiled, and said, "That was absolutely yummy. Did you enjoy it?....because I certainly did!". I don't believe I'd ever cum like that before. This lady was bringing me to heights I'd never reached.

I pulled Lynn to her feet and kissed her cum-streaked face and mouth, then we cleared the bed of her things and proceeded to lay across the bed. "Its your turn now", I whispered -- still recovering from the spectacular 'O' I'd just had. I started at her feet with my tongue, tracing the outline of her toes thru her lovely sheer stockings. I continued up the inside of each leg -- stopping at the top of the lace band that surrounds the top to slowing tease the soft skin of her leg where it met the lace. Lynn started to moan softly (she was 'purring') as I gently licked the delicate valley between her torso and thigh -- teasing her in the best of ways. I could smell the musky, sweet smell of her obviously wet pussy and I knew that she was enjoying the attention.

Lynn's pubis was cleanly shaven -- except for a small patch of tightly trimmed hair just where it met her tight abdomen. I slowly traced a circle completely around the mound with my tongue, following the contours closely -- but not too closely. She gasped for air as the tip of my tongue traced the length of her pussy, gently separating the outer lips and stopping just short of her hooded clitoris. She was very moist, (nearly dripping) with the anticipation of what was to happen, and tasted quite sweet. I focused my attention on her outer lips which became puffy and more extended, licking and sucking each one slowly into my mouth as she became more aroused. Her tiny clit swelled with excitement and I began to trace small circles around her rising nubbin, occasionally flicking my tongue over it -- then returning to her labia and lower to the river of sweet juices flowing from her pussy. When I began tonguing the outline of her anus, it sent her into the first of a series of orgasms as tremors began shaking her body. I returned to flicking my tongue gently over her clit as she continued to spasm, over and over -- moaning "Oh my God....Oh My GOD......Ohhh MY GOD........OHHHHHH MYYY GOD!!" as the lace tops of her stockings gripped my head between her legs and her entire body shook with pleasure.

She laid still for a while, basking in the warmth of her multiple orgasms. "That was incredible", she purred, "Come kiss me, I want to taste my pussy on your mouth". I moved to her mouth and we kissed for what seemed to be several minutes. My cock had 'come back to life' in the midst of devouring her pussy and I was ready for more, as was she. Lynn led me from the bed, holding my hand and leading me to the couch against the mirrored wall. "I want to watch your hard cock in me", she whispered as she moistened my cock with her tongue to ensure it was fully ready. After sucking on me for a few minutes, she leaned against the top of the couch facing the mirrored wall and invited me to enter her from behind. I slid myself into her warm pussy, still dripping with her juices. She was very tight (telling me that her doctor said "its the smallest one I've ever seen!") and her amazing muscle control drew me in further until I was buried in her. I could feel the outline of her cervix around the tip of my cock and she gripped me like a glove. We fucked like this for a long time, watching ourselves in the mirror and wondering if the people in the neighboring building could see us thru the open window.

Our tempo had increased to a fevered pitch and my balls were slapping against her mound with each deep stroke. The sight of her motions and the look of pleasure on her face provided a visual enhancement that only increased the excitement of the moment. We locked eyes in the mirror and I could see that she was ready to explode again. At just that moment, I felt the walls of her tunnel contract and spasm around my shaft and she pounded herself back against my rock-hard cock over and over again with determination and purpose. At the height of her orgasm, I felt my balls constrict and the cum rise up the length of my shaft. Just before I erupted, I withdrew from her just in time to spray her ass and arched back with my sticky cum while she watched in the mirror. With that, we both collapsed onto the couch in a tangled mess. We must have fallen asleep for a few minutes, because when we came-to I felt rejuvenated and very relaxed.

Lynn untangled herself from me and leaned in to kiss me again. We cuddled there on the couch for a while, enjoying the warmth of our closeness and playing finger games with each other. "Now then, where were we?", she coyly asked -- flashing that wicked smile.

We returned to the purported reason for her visit -- the photo session. Lynn modeled several other sets of lingerie and the photos we shot had a radiant, sensuous look. We found new ways to explore and please each other through-out the evening, in-fact until the sun rose the next morning. I'll never forget the time we spent together - the images of that night permanently burned in my mind.